Novautek Technologies Group Limited — Share Issue/Capital Change 2000

Mar 10, 2000

Listed Company Information

KONG SUN HOLD<0295> - Announcement KONG SUN HOLDINGS LIMITED (Incorporated in Hong Kong with limited liability) PROPOSED BONUS ISSUE OF WARRANTS The Company proposes the conditional Bonus Warrant Issue to shareholders of the Company (except Overseas Shareholders) whose names appear on the register of members of the Company on 18th April, 2000 on the basis of one Warrant for every five Shares then held by them. The Warrants will entitle the holders thereof to subscribe for new Shares at an initial subscription price of HK$0.60 per Share, subject to adjustment, at any time between the date of issue of the Warrants (expected to be 26th April, 2000) and 25th April, 2002, both days inclusive. A circular containing details of the Bonus Warrant Issue together with the notice convening the Extraordinary General Meeting to approve the Bonus Warrant Issue will be despatched to the shareholders of the Company as soon as practicable. BASIS OF BONUS WARRANT ISSUE The board of directors of Kong Sun Holdings Limited (the "Company", together with its subsidiaries, the "Group") proposes a bonus issue of warrants (the "Bonus Warrant Issue") to shareholders on the basis of one warrant (the "Warrant") for every five issued shares of HK$0.10 each in the Company (the "Shares") held by shareholders of the Company (except Overseas Shareholders (as defined below)) whose names appear on the register of members of the Company on 18th April, 2000 (the "Record Date"). OVERSEAS SHAREHOLDERS The documents to be issued in relation to the Bonus Warrant Issue will not be registered under any securities legislation of any jurisdiction outside Hong Kong. If on the Record Date a shareholder's address on the Company's register of members is in a place outside Hong Kong (the "Overseas Shareholders"), no Warrants will be issued to such Overseas Shareholders as the offering of the Warrants by the Company to such Overseas Shareholders may contravene relevant securities regulations in that shareholder's country of residence. Arrangements will be made for the Warrants which would otherwise have been issued to the Overseas Shareholders to be sold in the market as soon as possible. Any net proceeds of sale, after deduction of expenses, will be distributed in Hong Kong dollars pro rata to such persons and remittances thereof will be posted to them, at their own risk, unless the amount falling to be distributed to any such person is less than HK$100, in which case it will be retained for the benefit of the Company. Fractional entitlements to the Warrants will not be issued but will be aggregated and sold for the benefit of the Company. TERMS OF THE WARRANTS Subscription price HK$0.60 per Share, subject to adjustment. The initial subscription price of the Warrants represents a discount of approximately 16.7% to the closing price of the Shares of HK$0.72 on 9th March, 2000 and a discount of approximately 18.7% to the average closing price of the Shares of HK$0.738 for the 10 trading days ended on 9th March, 2000. Subscription period At any time between the date of issue of the Warrants (expected to be 26th April, 2000) and 25th April, 2002, both days inclusive. Number of Warrants and Shares On the basis of 384,700,000 Shares in issue at the date of this announcement and 203,303,571 Shares expected to be issued pursuant to the agreement dated 16th August, 1999 (as amended) (the "Agreement"), 117,600,714 Warrants will fall to be issued pursuant to the Bonus Warrant Issue. Full exercise of the subscription rights attaching to the said 117,600,714 Warrants at the initial subscription price of HK$0.60 per Share will result in the allotment and issue of 117,600,714 Shares, representing 20 per cent. of the issued share capital of the Company based on 384,700,000 Shares in issue and 203,303,571 Shares to be issued under the Agreement. In the event that the Agreement is uncapable of being unconditional, 76,940,000 warrants will fall to be issued under the Bonus Warrant Issue and the full exercise of the subscription rights attaching to the say 76,940,000 Warrants at the initial subscription price of HK$0.60 per Share will result in the allotment and issue of 76,940,000 Shares. The Shares falling to be issued upon the exercise of subscription rights attaching to the Warrants will rank pari passu with the fully-paid Shares in issue on the relevant subscription date. The Warrants will be issued in registered form. It is expected that the Warrants will be traded in board lots of 10,000 units entitling the holder thereof to subscribe in total an amount of HK$6,000 for 10,000 Shares at the initial subscription price of HK$0.60 per Share, subject to adjustment. CONDITIONS The Bonus Warrant Issue is conditional on : 1. the shareholders of the Company passing an ordinary resolution to approve the creation and issue of the Warrants and the issue of Shares falling to be issued upon the exercise of the subscription rights attaching to the Warrants at the extraordinary general meeting of the Company (the "Extraordinary General Meeting") to be convened for this purpose; and 2. the Listing Committee of The Stock Exchange of Hong Kong Limited (the "Stock Exchange") granting listings of, and permission to deal in, the Warrants and Shares falling to be issued upon the exercise of the subscription rights attaching to the Warrants. CLOSURE OF REGISTER OF MEMBERS The register of members of the Company will be closed from Friday, 14th April, 2000 to Tuesday, 18th April, 2000, both days inclusive, in order to determine entitlements to the Bonus Warrant Issue. Shareholders are reminded that in order to qualify for the Bonus Warrant Issue, they must ensure that all transfers accompanied by the relevant share certificates are lodged with the Company's share registrars, Central Registration Hong Kong Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for registration not later than 4:00 p.m. on Thursday, 13th April, 2000. APPLICATION FOR LISTING Application will be made to the Stock Exchange for the listings of, and permission to deal in, the Warrants and any Shares falling to be issued upon the exercise of the subscription rights attaching to the Warrants. WARRANT CERTIFICATES Subject to the fulfillment of all the conditions mentioned above, it is expected that warrant certificates issued pursuant to the Bonus Warrant Issue will be posted at the risks of the shareholders of the Company entitled thereto on or around Wednesday, 26th April, 2000. REASON FOR THE BONUS WARRANT ISSUE The Group is principally engaged in the business of property investment, securities broking, investment activities and provision of loan finance. The board of directors of the Company considers that the Bonus Warrant Issue provides a source of finance for the future development of the Group. ADDITIONAL INFORMATION A circular containing details of the Bonus Warrant Issue and a notice convening the Extraordinary General Meeting for the purpose of approving the Bonus Warrant Issue will be despatched to shareholders of the Company as soon as practicable. By Order of the Board Kong Sun Holdings Limited Kong Look Sen Chairman Hong Kong, 9th March, 2000